M&A - Hyatt Hotels Corp

Form Type: 8-K

Filing Date: 2025-06-30

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925063796

Filing Summary: On June 29, 2025, Hyatt Hotels Corporation completed its acquisition of Playa Hotels & Resorts N.V. in a significant transaction valued at approximately $2.0 billion. This acquisition involves a Share Purchase Agreement with Turquoise Topco Limited, which will lead to the sale of Playa Resorts Holding B.V. The deal includes a contingent consideration of up to $143 million that may be paid upon meeting certain operational milestones. Following the acquisition, Hyatt intends to manage the hotels being sold under a 50-year agreement. The Asset Sale Transaction is expected to finalize before the end of 2025, subject to regulatory approvals and customary closing conditions. Hyatt forecasts that this acquisition will significantly enhance its asset-light management business, estimating a net purchase price of around $555 million for said business and expects to achieve $60 to $65 million in stabilized Adjusted EBITDA by 2027. On June 30, 2025, Hyatt issued a press release detailing this transaction and provided an investor presentation, outlining future expectations and financial details.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-20

Corporate Action: Merger

Type: Update

Accession Number: 000164117225015857

Filing Summary: Hyatt Hotels Corporation disclosed updates regarding their acquisition of Playa Hotels & Resorts N.V. On June 10, 2025, Hyatt initiated a Subsequent Offering Period, purchasing an additional 2,091,504 Ordinary Shares at a price of $13.50 per share. Following this, a corporate reorganization took place which led to the merging of the Issuer into a newly formed indirect subsidiary of Hyatt. Post-reorganization, former shareholders who did not tender their shares received cash equal to $13.50 per share held before the reorganization, making Hyatt the indirect wholly owned entity of the Issuer. The reorganization process was completed on June 17, 2025, when trading of the Ordinary Shares on Nasdaq was suspended and it was confirmed that no shares remained outstanding post-merger. The document was filed under SCHEDULE 13D/A format to reflect these significant changes and details regarding the ownership structure of the shares following the merger.

Form Type: 8-K

Filing Date: 2025-06-17

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925060325

Filing Summary: On June 11, 2025, Hyatt Hotels Corporation completed its acquisition of Playa Hotels & Resorts N.V. following a tender offer that began on February 24, 2025. The acquisition price was set at $13.50 per share, with 101,891,119 shares representing 82.8% of Playa's outstanding shares tendered. Hyatt accepted all validly tendered shares on June 11 and subsequently merged Playa into a new subsidiary, Playa Hotels & Resorts Merger Sub B.V., on June 17, 2025. Playa's shareholders received class A shares in the new company as part of a triangular merger. Outstanding equity awards were treated, with specific provisions for vesting and conversion into Hyatt shares for continuing awards. Tax information related to the transaction will be provided to Playa shareholders.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-06-13

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225015083

Filing Summary: On June 11, 2025, Hyatt Hotels Corporation's subsidiary, HI Holdings, acquired 103,937,227 Ordinary Shares of Playa Hotels & Resorts N.V. at a price of $13.50 per share, funded through debt financing. This acquisition was part of a previously disclosed Offer that closed on the same date. Following the acquisition, the Board of Directors of Playa Hotels will consist of no more than seven directors, with two independent non-executive directors designated by both Playa and HI Holdings. The remaining directors will be appointed by Hyatt and HI Holdings, with Noah Hoppe, James Francque, and Felicity Black-Roberts being appointed to the Board. Furthermore, on June 10, 2025, Hyatt announced a Subsequent Offering Period to purchase additional Ordinary Shares at the same price of $13.50 per share, which is set to expire on June 16, 2025. The Reporting Persons collectively own 116,080,848 Ordinary Shares, representing 94.4% of the shares outstanding as of the Closing Date.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925034703

Filing Summary: On April 11, 2025, Hyatt Hotels Corporation entered into a Credit Agreement to secure a $1.7 billion delayed draw term loan facility. The proceeds will be utilized for the acquisition of Playa Hotels & Resorts N.V. as specified in a Purchase Agreement dated February 9, 2025. The financing includes provisions for the repayment of existing debt and other related transactions. The delayed draw loans can be borrowed until October 9, 2025, or earlier under certain conditions. The agreement captures typical financial covenants and obligations and is designed to provide financial flexibility in relation to the acquisition of Playa.

Form Type: 424B5

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525055282

Filing Summary: Hyatt Hotels Corporation is offering senior notes to fund the acquisition of Playa Hotels & Resorts N.V., a significant owner and operator of all-inclusive resorts. The acquisition involves purchasing shares under a Purchase Agreement initiated on February 24, 2025. Hyatt’s proposal includes a tender offer for all ordinary shares of Playa Hotels, expected to complete by April 25, 2025. The acquisition would make Playa Hotels an indirect subsidiary of Hyatt, enhancing its portfolio. The offering serves to finance part of this acquisition along with other corporate purposes, indicating a strong strategic expansion by Hyatt into the all-inclusive market.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525055281

Filing Summary: Hyatt Hotels Corporation has announced the acquisition of all outstanding shares of Playa Hotels & Resorts N.V. for $13.50 per share, totaling approximately $2.6 billion including about $900 million in debt. This decision is based on a Purchase Agreement dated February 9, 2025. The filing supplements the risk factors in Hyatt's previous Form 10-K, emphasizing the potential risks associated with the acquisition. Financial statements of Playa, both audited and pro forma, are also included to provide insights into the financial implications of this transaction. The company also reported a share repurchase of 1,078,511 shares for around $149 million, leaving approximately $822 million under its repurchase authorization. The filing includes various documents, including a consent by Deloitte & Touche LLP confirming their approval for financials included in the report.